60147 Randall Parcel - 112POND Folio 37801360006 PROJECT� G0147 Randall—|mmokaee |nherx
PARCEL: 112P{}ND
FOLIO: 37801380006
PURCHASE AND SALE AGREEMENT
(vacant land)
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THIS PURCHASE AND SALE AGREEMENT ("Agreement") is entered into this ��\� day of
mk . 2024. by and between THE ESTATE OF JUAN R. WERRERA, dooeased, whose mailingaddnalian/oFred E. Glickman and Jose R. Ba)e|. Co-Curators, ySSDSVV77/^ Avenue, PH-11. K8iami, FL
33150(^SuUm/'). and COLLIER COUNTY, a political subdivision of the State of Florida,whose mailing address
is328QTamiami Trail East, c/o County Attorney'a Office, Suite 8OU. Naples, FL34112 (the''Coun\y'').
Recitals:
A. Seller owns certain real property in Collier County, Florida, consisting of vacant land, legally
described oa follows(the''Prnperty^):
See Exhibit^A^ attached hereto
B. The County desires topurchase the Property from Seller, and Seller desires ho sell the Property |
k)the County. �
NOW THEREFORE, the parties agree asfoUowo�
1. AGREEMENT TO SELL AND PURCHASE. Seller hereby agrees to oeU. and the County hereby
agrees to purchase the Property on the terms and conditions set forth in this Agreement.
2' COMPENSATION,
X Amount. The compensation payable by the County for the Property shall be $630,000, subject
to pvoraUono, epportinnments, and distribution of sales proceeds provided for in this Agreement. No portion
of the compensation iombhbutab|eho personal property.
B. Full Compensation. The payment of the net sales proceeds to Seller, payable by County check
at Closing (defined be|mw), shall be (i) full compensation for the Pnopedy, including, without |imitation, all
improvements located on the Property as of the date of this Agreement', and (ii) full and final settlement of all
other damages and expenses suffered or incurred by Seller in connection with SeUm/a conveyance of the
Property to the County, whether foreseen or unhnreoeen, including, without |imitehon, and to the extant
epp|icab|o, attorneys' fees, expert witness hems and costs as provided for in Chapter73. Florida Statutes.
3. PUBLIC DISCLOSURE. If Seller holds title to the Property in the form of partnership, limited
partnership,corporation,trust,or any form of representative capacity whatsoever for others, Seller shall,before
the full execution of this A0,eamant, make a written public diodooure, according to Section 286,23. Florida
Statutea, under ooth, subject to the penalties prescribed for perjury, of the name and address of every person
having a beneficial interest in the Property before the Property is conveyed to the County. The foregoing
notwithstanding, (i) if Seller isacorporation registered with the Federal Securities Exchange Commission or
registered pursuant ho Chapter 517. Florida 8tatutes, whose stock is for sale to the general public, itisexempt
from the provisions of Section 286.23, Florida Statutes,and(ii)the names and addresses of persons or entities
holding less than 5 percent of the beneficial interest in the disclosing entity are not required to be disclosed.
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4. CLOSING DATE; POSSESSION.
A. Closing Date. Seller's conveyance of the Property to the County (the "Closing") shall occur
within 30 days of the County's receipt of all properly executed Closing Documents (defined below). TIME IS
OF THE ESSENCE. The Closing shall take place at the offices of the County's Transportation Engineering
Division, 2885 Horseshoe Drive South, Naples, Florida 34104.
B. No Adverse Changes: Risk of Loss. The County's obligation to close shall be contingent upon
the County having determined that,between the date that the County completes its due diligence investigations
• and inspections under this Agreement and the Closing, there shall have been no adverse changes in the title,
physical condition of the Property, or other matters previously approved by the County. Between the date of
the parties' execution of this Agreement and the Closing, risk of loss shall be borne by Seller. If the Property
is damaged prior to Closing, excluding damage caused by the County, Seller shall repair and restore the
Property at Seller's expense.
C. Possession. Seller shall remove Seller's personal property, vacate, and surrender possession
of the Property to the County at Closing. Seller, at its sole expense, and to the extent applicable, shall pay all
utility expenses(e.g., electricity, gas,water, sewer, phone, internet, cable), maintenance and repair expenses,
cost of pest control, landscaping, security, and other routine services, and all other expenses associated with
the Property that accrue through the date of Closing. Seller shall leave the Property free of all personal property
and debris and in substantially the same condition as exists on the date of Seller's execution of this Agreement.
The County shall have the right to inspect the Property prior to Closing.
5. CLOSING DOCUMENTS. As soon after the parties' execution of this Agreement as is possible,
Seller shall (i) provide the County with a copy of Seller's property survey and title insurance policy for the
Property, if any, and (ii) deliver the following documents to the County, properly executed and in a form
approved by the Collier County Attorney's Office (the"Closing Documents"):
(a) Warranty Deed;
(b) Closing Statement;
(c) Affidavit of Title;
(d) Form W-9 (Request for Taxpayer Identification Number and Certification);
(e) Evidence of legal authority and capacity of the individual executing this Agreement on behalf of
Seller to execute and deliver this Agreement and the Closing Documents;
(f) A Satisfaction, Release, or Termination from the holder of each mortgage or other lien open of
record encumbering the Property;
(g) Evidence of termination of any leases or rental agreements that encumber the Property;
(h) A termination or vacation of any existing easement that encumbers the Property, if required by
the County; and
(i) Such other documents as the County or title company deems necessary or appropriate to clear
title to the Property.
Following the Closing, Seller shall execute any and all additional documents as may be requested by the
County or title company to correct clerical errors, clear title, or otherwise carry out the intent of the parties.
6. CLOSING COSTS AND DEDUCTIONS.
A. County's Closing Costs. At Closing, the County shall pay (i) the recording fees to record the
conveyance instrument(s) and any curative instruments required to clear title; and (ii) the cost of an owner's
policy of title insurance if the County elects to obtain one. Additionally,the County may elect to pay reasonable
costs incurred and/or processing fees required by mortgagees or other lien holders in connection with the
delivery of properly executed Satisfaction, Releases, or Terminations of any liens open of record encumbering
the Property. The County shall have sole discretion as to what constitutes"reasonable costs and/or processing
fees."
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� B. Seller's Closing Costs. At Closing, Seller shall pay (i) all state documentary stamp taxes
required on the conveyance instrument(s) in accordance with Section �2O1 U1' Florida Statutes, unless the
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/ Property is acquired under the threat cfcondemnation, in which case the conveyance is exempt from state
' documentary stamp taxes; (ii) the cost ofdischarging any outstanding mortgages and other indebtedness
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secured by e lien on the Property; (iii) all taxes and asseawme�sthat are due and poyabke�. and (�) UhefuU
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amount of condominium/homeowner association special assessments and governmentally imposed liens or
special assessments (other than CDO/MSTU assessments) which an: a lien or special assessment that is
� certain as to the identity of the |ionor or assenmor, the property subject to the lien or special assessment, and
! the amount of the lien or special assessment. If the Property is located within a Community Development
District ("ODD") or Municipal Service or Benefit Taxing Unit (''yNSTU''). the County shall assume any
outstanding capital balance.
C. Pronadons. The following items shall be prorated as of the date of Closing, with the County
entitled to the date of Closing: (\) ad valorem and non-ad valorem taxes boned upon the most current
assessment available, without disoount, provided that if the current year's tax bill is not yet avei|ob|e, but a
� TRIM Notice has been issued,the ad-valorem taxes shall be prorated based upon the amount set forth therein;
� (ii) oondominium/hnmcownerosaociedon assessments (other than those required to be paid in hu|| under
subparagraph B of this paragraph), and (iii) CDD/MSTU operating and maintenance assessments.
7. INSPECTIONS.
A. Inspections. Following the date of the parties' execution of this Agreement, the County shall
have the right, at its sole cost and expense, to conduct whatever investigations and inspections of the Property
that it deems opprOpriate, including, without limitation, a title exominoUon, property mumey, appna|ao|,
environmental asnemsmenta, engineering studiam, soil bohnga, determination of compliance of the Property
with applicable |avvn' and the like. Seller shall provide the County with reasonable access hJthe Property to
conduct on-site inspections. The County ohe|| promptly repair any damage tothe Property caused by such
on-site inspections.
B. Cnunh/'s Right toTerminate. Notwithstanding anything in this Agreement ho the contrary, the
County'a obligations under this Agreement to acquire the Property are contingent upon the County's
satisfaction with the Pvoparty, inc|uding, without limitation, as revealed by the Oounhy'o investigations and
inspections as set forth herein. If, prior hothe Closing, the County identifies any objectionable matters and
determines that such objections cannot be resolved to the County's satisfaction through reasonable diligence,
within a reasonable period of time, and at a reasonable comt, all an determined by the County in its sole
discretion, the County shall have the right tu terminate this Agreement by written notice to Seller, whereupon
neither party ehuU thereafter have any rights or obligations under this Agreement. The County may, but oheU
not be required to, provide Seller with an opportunity to rectify such objections.
8. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller makes the following !
representations and warranties on the date of Seller's execution of this Agreement, and shall be deemed to
have repeated same atClosing: �
(a) Seller is the sole owner of fee simple title to the Property and has full right, power, and authority
to own and operate the Pvoperty. to execute this Agreement, and to fulfill Seller's obligations �
under this Agreement and the Closing Documents. �
(b) No tenant or other party has any right or option to acquire the Property or to occupy the Property, �
or. if applicable, Seller shall disclose same bothe County in the applicable Closing Documents. !
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(o) Seller's title ho the Property isfree and clear o/all mortgages and other liens and encumbrances,
except as may be disclosed in the title commitment,title report,or attorney title opinion obtained |
ortobe obtained prior ho the Closing.
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(d) Between the date of Seller's execution of this Agreement and the Closing, Seller shall not do
anything to encumber the title to the Property, or convey the Property to a third party, or grant
to any third party any rights of any kind with respect to the Property, or do anything to change
or permit to be changed the physical condition of the Property,without in each instance obtaining
the County's prior written consent, which may be granted or withheld in the County's sole
discretion,
(e) No maintenance,construction,advertising, management,leasing,employment,service,or other
contracts affecting the Property shall remain in effect following the Closing.
(f) There are no governmental proceedings or investigations of any kind, formal or informal, civil or
criminal, pending or threatened, that may affect the Property or adversely affect Seller's ability
to perform Seller's obligations under this Agreement.
(g) The Property is in compliance with all federal, state and local laws, including, without limitation,
environmental laws; no unsafe levels of radon, mold, lead, or other pollutants or hazardous
substances have been used, generated, stored, treated, or removed from the Property, nor is
there any lawsuit, proceeding, or investigation regarding same; the Property has never been
used as a landfill, and there are no underground storage tanks on the Property; there has been
no spill, contamination, or violation of environmental laws pertaining to any contiguous property;
and Seller has not received notice and otherwise has no knowledge of any existing or threatened
environmental lien against the Property.
(h) Seller has utilized a real estate agent, Karla Petty, Realtor, Coldwell Banker Realty, in
connection with Seller's sale of the Property to the County and a 6% real estate sales
commission is due and payable by the seller at closing.
(i) None of the improvements located on the Property, if any, encroach upon adjoining properties,
and no improvements located on adjoining properties encroach upon the Property.
9. DEFAULT; REMEDIES. If either party fails to perform any of its obligations under this Agreement
and fails to cure such failure within 15 days after receiving written notice thereof from the non-defaulting party,
the non-defaulting party shall have the right to terminate this Agreement by giving written notice of termination
to the defaulting party; without limitation of any other rights and remedies available to the non-defaulting party
at law or in equity, including,without limitation,the right to seek specific performance, and to recover damages,
including attorney fees and court costs, in connection with such default; all rights and remedies being
cumulative.
10. INDEMNIFICATION: WAIVER OF CLAIMS. Seller shall indemnify, defend, and hold the County
harmless from and against all claims and actions asserted against the County, and all damages, losses,
liability, penalties, fines, costs and expenses, including, without limitation, attorney fees and court costs,
suffered or incurred by the County, arising from (i) Seller's representations and warranties in this Agreement
or in any of the Closing Documents if untrue; or(ii) Seller's failure to perform any of Seller's obligations under
this Agreement, irrespective of whether the County delivers a written notice of default to Seller; or(iii) injuries,
accidents or other incidents occurring on the Property prior to Closing.
11. NOTICES. All notices given by either party to the other under this Agreement shall be in writing
and shall be personally delivered, or delivered by a traceable courier, or mailed by U.S. certified mail, to the
parties at their respective addresses set forth in the introductory paragraph of this Agreement, or such other
address as may be specified by either party from time to time by written notice to the other party. Notices shall
be deemed given on the date of receipt if personally delivered, or delivered by courier, or 3 days after mailing.
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12. GENERAL PROVISIONS.
A. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
parties and their respective heirs, executors, personal representatives, successors and permitted assigns.
B. Assignment. The parties shall not assign any rights or obligations under this Agreement to a
third party without the prior written consent of the other party.
II' C. Entire Agreement. This Agreement constitutes the entire agreement of the parties as pertains
to the subject matter hereof, and there are no prior or contemporaneous written or oral agreements,
undertakings, promises, warranties, or covenants not contained herein.
D. Amendments. All amendments to this Agreement must be in writing and signed by both parties.
E. Time Periods. If any deadline or expiration of any time period provided for hereunder falls on a
Saturday, Sunday or legal holiday, such deadline or expiration shall be extended to the following business day.
F. Survival. All provisions of this Agreement that are not, or by their nature cannot be, performed
prior to the Closing, including, without limitation, Seller's representations, warranties, indemnity obligations,
shall survive the Closing.
G. Severability. If any provision of this Agreement is determined to be legally invalid or
unenforceable, such provision shall be severed from this Agreement, and the remaining provisions of this
Agreement shall remain in full force and effect.
H. No Waiver. No party shall be deemed to have waived its right to enforce any specific provision
of this Agreement unless such waiver is in writing. Any such written waiver shall be applicable only to the
specific instance to which it relates and shall not be construed as a continuing waiver as to future instances or
as a waiver of any other provision.
I. Governing Law; Venue. This Agreement shall be governed and construed in accordance with
the laws of the State of Florida. All disputes arising under this Agreement shall be brought solely in the courts
in Collier County, Florida, and the parties hereby agree to said venue.
SIGNATURES ON THE FOLLOWING PAGE
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IN WITNESS WHEREOF, the parties have -xecuted this Agreement on the dates indicated below,
effective as of the date this Agreement is executed .y - County.
Date: (kok,k 30. , 2024 SELL":
THE S TE 0- t N R. HERRERA, Deceased,
BY: F -d " G ckm- , and Jose R. Bejel, P.A.,
Co-Cur- or-
,
A
BY: N.
FRED E. GLICKMAN, ESQ. ,‘‘
BY:
JOSE R. BEJEL, ESQ.
iV)Ps-1 4 -r--, 2024 COUNTY:
,ATTk$T:
/CRYCTALK-7444*Z-EL-7-eterk of-the BOARD Of COUNTY COMMISSIONERS'
Circuit-Court--&-eomptrotler COLLIER COUNTY. FLORIDAr
y.
Deputy Clerk CI IRIS I IALL, Chairperson
Approvo -es-te-feern-entHegatitr
DEREK D. PERRY, ESQ
hesistent eou arm°,!ley \J Li
5\1/
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41
IN WITNESS WHEREOF, the parties have xecuted this Agreement on the dates indicated below,
effective as of the date this Agreement is executedloy County.
Date: 0 1 30 , 2024 SELL \
THE S TE r N R.HERRERA, Deceased,
BY: F d Gm , PEA. and Jose R. Bejel. P.A.,
Co-Cur o •
BY:
FRED E. GLICKMAN, ESQ.
orpoizot-Y
BY:
ER. BE
Date: /'//i 1 �1 , 2024 COUNTY:
ATTEST:
CRYSTAL K. KINZEL, Clerk of the BOARD OF COUNTY COMMISSIONERS
Circuit Court&Comptroller COLLIER C N . FLO DA
By: 4L4.4.451.4-41, By:
Deputy rk CHR HALL, Chairperson
Attest as to Chairman's
signature only
Ap o ed as to form and legality:
ifelVtiO
D REK D. PERRY, ESQ
Assistant County Attorney \,' '
moo 1.
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